Bobby Cooper (Sean Penn) is a man on the run. His car breaks down in a small backwards town, where everyone is a little bit off, and the local mechanic (Billy Bob Thornton) tells him to settle in and get comfortable, he'll be here a while. Bobby becomes involved with Grace (Jennifer Lopez) and is dragged into a twisted web where she and her husband, Jake (Nick Nolte) both want Bobby to kill the other person. Desperate to escape but tempted by the money and sex being offered, he becomes further and further entangled in the situation and the strange, off beat town he's stuck in.